New and existing investors, including all directors, participate in convertible note offering at conversion strike price of ~$0.52 USD / ~$0.70 CDN
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Boston, MA – November 30, 2023 – MiniLuxe Holding Corp. (TSXV: MNLX) (“MiniLuxe” or the “Company“) announced today that it has completed an initial tranche of a non-brokered convertible debenture unit offering, with an immediate closing of gross proceeds of approximately $2.5M USD (the “Offering“). Additionally, the Company has signed indications of interest commitments for an incremental ~ $1.0M USD to be completed in one or more additional tranches of the Offering (for a total of approximately $3.5M USD). Above and beyond the initial closing of the Offering, the Company will evaluate and potentially close, on a rolling basis, additional tranches of the Offering (above and beyond the $3.5M USD committed) as it deems strategic based on needs and fit with prospective investors for up to $10M USD in gross proceeds.
The initial closing of the Offering resulted in the issuance of 2,585 units of the Company (each, a “Unit” and collectively the “Units“) at a price of $1,000 USD per Unit. Each Unit consists of one $1,000 USD principal amount, 11.5% paid-in-kind simple interest for an unsecured convertible Debenture of the Company (each, a “Debenture” and collectively the “Debentures“), with each Debenture maturing 42 months following the issuance date, and such number of Class A subordinate voting share purchase warrants (each a “Warrant” and collectively the “Warrants“) as is equal to 15% of the principal amount of Debentures. Each Warrant entitles the holder thereof to acquire such number of Class A subordinate voting shares as is equal to 15% of the principal amount of the Debentures at a price of $0.52 USD (or ~$0.70 CDN) per share for a period of 42 months from the grant date. The Company believes that the significant premium of the strike price of the Warrants relative to the 30-day volume-weighted average price of the Company’s Class A subordinate voting shares is indicative of investor interest in the intrinsic and future value creation potential of MiniLuxe’s business.
Assuming conversion of the Debentures at 24 months and an Offering size of $3.5M USD, the dilutive impact to existing holders of Class A subordinate voting shares of the Company of the Units issued in the Offering would be less than 6%. If the Debentures are converted at maturity, the dilutive impact would be approximately 6.6% (inclusive of the exercise of all Warrants). If all of the Warrants are exercised, the Company would receive additional proceeds of approximately $525,000 USD.
The Company intends to use the gross proceeds of the Offering to bridge to profitability, while focusing on a narrower set of growth investments in the areas of fleet expansion via M&A and franchising and recent product innovation of its Paintbox press-on nails.
Tony Tjan, Chairman and CEO of MiniLuxe, commented “Successfully raising this capital is a sign of the strength of our brand and progress made on MiniLuxe’s fundamentals, especially in terms of unit economics. This financing vehicle allows us to accelerate our progress to close the profitability gap. Against the backdrop of a challenging macro-environment, we are grateful to have new and existing investors support us as long-term stakeholders who believe in our vision and the value creation potential of MiniLuxe.”
Certain directors of the Company (collectively, the “Insiders“) participated in the initial closing of the Offering and, as such, the initial closing of the Offering may constitute a related party transaction under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101“), but is otherwise exempt from the formal valuation and minority approval requirements of MI 61-101 by virtue Sections 5.5(a) and 5.7(1)(a) of MI 61-101 in respect of such Insider participation in the initial closing of the Offering. No special committee was established in connection with the Offering or the participation of the Insiders in the initial closing of the Offering, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto. Further details will be included in a material change report that will be filed by the Company in connection with the completion of the initial closing of the Offering. The Company did not file the material change report more than 21 days before the initial closing date of the Offering as the terms of the Offering and the total amount to be invested by the Insiders in the initial closing of the were not settled until shortly prior to closing, and the Company wished to complete the initial tranche of the Offering on an expedited basis for sound business reasons.
Completion of all tranches of the Offering is subject to the satisfaction of customary closing conditions, including the approval of the TSX Venture Exchange. The Debentures and Warrants issued pursuant to the initial closing of the Offering will be subject to a hold period of four months and one day from the issuance date in accordance with applicable securities laws.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described in this news release. Such securities have not been, and will not be, registered under the U.S. Securities Act, or any state securities laws, and, accordingly, may not be offered or sold within the United States, or to or for the account or benefit of persons in the United States or “U.S. Persons”, as such term is defined in Regulation S promulgated under the U.S. Securities Act, unless registered under the U.S. Securities Act and applicable state securities laws or pursuant to an exemption from such registration requirements.
About MiniLuxe
MiniLuxe, a Delaware corporation based in Boston, Massachusetts. Miniluxe is a lifestyle brand and talent empowerment platform servicing the beauty and self-care industry. The Company focuses on delivering high-quality nail care and esthetic services and offers a suite of trusted proprietary products that are used in the Company’s owned-and-operated studio services. For over a decade, MiniLuxe has been elevating industry standards through healthier, ultra-hygienic services, a modern design esthetic, socially responsible labor practices, and better-for-you, cleaner products. MiniLuxe’s aims to radically transform a highly fragmented and under-regulated self-care and nail care industry through its brand, standards, and technology platform that collectively enable better talent and client experiences. For its clients, MiniLuxe offers best-in-class self-care services and better-for-you products, and for nail care and beauty professionals, MiniLuxe seeks to become the employer of choice. In addition to creating long-term durable economic returns for our stakeholders, the brand seeks to positively impact and empower one of the most diverse and largest hourly worker segments through professional development and certification, economic mobility, and company ownership opportunities (e.g., equity participation and future franchise opportunities). Since its inception, MiniLuxe has performed over 3.5 million services.
For further information
Christine Mastrangelo
Investor Relations, MiniLuxe Holding Corp.
miniluxe.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Forward-looking statements
This press release contains “forward-looking information” and “forward-looking statements” (collectively, “forward-looking information”) concerning the Company and its subsidiaries within the meaning of applicable securities laws. Forward-looking information may relate to the future financial outlook and anticipated events or results of the Company and may include information regarding the Company’s financial position, business strategy, growth strategies, acquisition prospects and plans, addressable markets, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Particularly, information regarding the Company’s expectations of future results, performance, achievements, prospects or opportunities or the markets in which the Company operates is forward-looking information. In some cases, forward-looking information can be identified by the use of forward-looking terminology such as “plans”, “targets”, “expects”, “budgets”, “scheduled”, “estimates”, “outlook”, “forecasts”, “projects”, “prospects”, “strategy”, “intends”, “anticipates”, “believes”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might”, or “will” occur. In addition, any statements that refer to expectations, intentions, projections or other characterizations of future events or circumstances contain forward-looking information. Statements containing forward-looking information are not historical facts but instead represent management’s expectations, estimates and projections regarding future events or circumstances.
Many factors could cause the Company’s actual results, performance, or achievements to be materially different from any future results, performance, or achievements that may be expressed or implied by such forward-looking information, including, without limitation, those listed in the “Risk Factors” section of the Company’s filing statement dated November 9, 2021. Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance, or achievements could vary materially from those expressed or implied by the forward-looking statements contained in this press release.
Forward-looking information, by its nature, is based on the Company’s opinions, estimates and assumptions in light of management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors that the Company currently believes are appropriate and reasonable in the circumstances. Those factors should not be construed as exhaustive. Despite a careful process to prepare and review forward-looking information, there can be no assurance that the underlying opinions, estimates and assumptions will prove to be correct. These factors should be considered carefully, and readers should not place undue reliance on the forward-looking information. Although the Company bases its forward-looking information on assumptions that it believes were reasonable when made, which include, but are not limited to, assumptions with respect to the Company’s future growth potential, results of operations, future prospects and opportunities, execution of the Company’s business strategy, there being no material variations in the current tax and regulatory environments, future levels of indebtedness and current economic conditions remaining unchanged, the Company cautions readers that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which the Company operates may differ materially from the forward-looking statements contained in this press release. In addition, even if the Company’s results of operations, financial condition and liquidity, and the development of the industry in which it operates are consistent with the forward-looking information contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods.
Although the Company has attempted to identify important risk factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other risk factors not presently known to the Company or that the Company presently believes are not material that could also cause actual results or future events to differ materially from those expressed in such forward-looking information. There can be no assurance that such information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. Accordingly, readers should not place undue reliance on forward-looking information, which speaks only as of the date made (or as of the date they are otherwise stated to be made). Any forward-looking statement that is made in this press release speaks only as of the date of such statement.